George B. Kaiser
BOK FINANCIALAbout George B. Kaiser
George B. Kaiser (age 82) is Chairman of the Board and majority shareholder of BOK Financial; he has served as a director since 1990 and is President/CEO and principal owner of GBK Corporation (parent of Kaiser‑Francis Oil Company). He founded Excelerate Energy and Argonaut Private Equity, and is cited by BOKF for four decades of executive leadership in oil and gas and broad perspective from diverse industries . BOKF is a NASDAQ “controlled company” because Mr. Kaiser beneficially owns approximately 59.08% of outstanding common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BOK Financial Corporation | Chairman of the Board; Director | Director since 1990 | Presides over executive sessions; Chairman separate from CEO in board leadership structure |
| GBK Corporation (parent of Kaiser-Francis Oil) | President & CEO; Principal owner | Not disclosed | Brings oil & gas leadership experience to BOKF board |
| Kaiser-Francis Oil Company | Principal owner | Not disclosed | Energy sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Excelerate Energy | Founder | Not disclosed | Energy industry and investments; founder status noted (no director role disclosed) |
| Argonaut Private Equity | Founder | Not disclosed | Private equity investing; founder status noted |
Board Governance
- Independence status: BOKF is a “controlled company” under NASDAQ Rule 5615(c)(1) due to Mr. Kaiser’s ~59.08% stake, exempting it from certain independent director requirements; the company nonetheless maintains a substantial majority of independent directors .
- Committee assignments:
- Compensation Committee: Member .
- Credit Committee: Member .
- Audit Committee: Not listed (Audit Committee comprised solely of independent directors) .
- Risk Committee: Not listed .
- Executive Sessions: Mr. Kaiser is the presiding director; the board held four executive sessions in 2024 .
- Board leadership structure: Chairman (Kaiser) and CEO roles are separate, with the board asserting this provides appropriate balance; Vice Chairman would assume the role if Chairman is unable to serve .
- Attendance: The board met four times in 2024; all directors who served the full year—except Armstrong, Cadieux, and Simmons—attended at least 75% of board and committee meetings, implying Mr. Kaiser met the ≥75% threshold .
Committee Assignments Table
| Committee | Member/Chair | Meeting Count (2024) | Notes |
|---|---|---|---|
| Compensation | Member | 3 | Approves CEO and senior executive compensation; for other officers, compensation determined by CEO and Mr. Kaiser . |
| Credit | Member | 8 | Oversees credit portfolio quality; related party credit transactions oversight falls under this committee . |
| Audit | Not a member | 10 | Solely independent members; oversight of financial reporting and CSR reporting . |
| Risk | Not a member | 4 | Oversees enterprise risk including capital/liquidity and cybersecurity . |
| Executive Sessions | Presiding Director | 4 | Non-management directors meet; presiding director is Mr. Kaiser . |
Fixed Compensation
- Director compensation framework (non-officer directors): $20,000 in cash retainer and $20,000 in shares; $7,500 per board meeting; $1,500 per committee meeting; $3,500 per committee meeting chaired; $500 for certain earnings/assist meetings; +$1,000 per meeting day for non‑Oklahoma residents .
- Mr. Kaiser does not receive director compensation under this plan .
| Item | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 20,000 | Non-officer directors only |
| Annual share retainer | 20,000 | Issued under Directors’ Stock Compensation Plan |
| Board meeting fee | 7,500 | Per meeting |
| Committee meeting fee | 1,500 | Single fee when committees meet contemporaneously |
| Committee chair fee | 3,500 | Per chaired meeting |
| Non-OK resident add-on | 1,000 | Per meeting day |
| George B. Kaiser 2024 director pay | 0 | Mr. Kaiser does not receive payment for serving |
Performance Compensation
- BOKF does not disclose performance-based compensation for directors; non-officer directors receive fixed fees and stock awards; Mr. Kaiser does not receive director compensation and no options/PSUs are disclosed for directors .
Other Directorships & Interlocks
| Entity | Relationship | Nature | Amount/Detail |
|---|---|---|---|
| BOKF leases (Copper Oaks, Lewis Center) | Landlord: Mr. Kaiser and affiliates | Related-party lease | ~$661,000 paid in 2024 |
| Compensation for other officers | Determination role | CEO and Mr. Kaiser determine compensation for officers not on the Executive Incentive Plan | Governance influence noted |
| Controlled company voting | Voting intent | Mr. Kaiser plans to vote all his shares FOR board proposals | Owns ~59.08%; disclosed voting plans |
| Hedging policy | Company practice | Hedging by directors/employees generally permitted | Insider Trading Policy governs timing; hedging permitted is a potential alignment concern |
Expertise & Qualifications
- Four decades of executive leadership in oil and gas; broad perspective from diverse industries; deep knowledge of BOKF’s business; alignment via majority owner status .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares outstanding (record date) | 64,271,736 | March 3, 2025 |
| Mr. Kaiser beneficial ownership | 37,974,900 shares | As of March 3, 2025 |
| % of class | 59.08% | As of March 3, 2025 |
| Shares pledged as collateral | 18,073,394 shares | As of January 31, 2025 |
| Spousal shares excluded | 11,099 shares (disclaimed) | Excluded from Mr. Kaiser’s beneficial ownership |
Governance Assessment
- Positives:
- Separate Chairman/CEO roles; independent Audit Committee; scheduled executive sessions; board risk oversight structured across committees .
- High engagement threshold met (≥75% attendance) and structured director compensation to include equity for non-officer directors (though Mr. Kaiser does not receive it) .
- Concerns and potential conflicts (RED FLAGS):
- Controlled company status with Mr. Kaiser holding ~59.08%—reduces requirements for independent leadership; concentrated voting power (he plans to vote all shares FOR) can diminish minority shareholder influence .
- Significant share pledging: 18,073,394 shares pledged, which can introduce forced-sale risk under adverse conditions .
- Related-party leasing: ~$661,000 paid to Mr. Kaiser’s affiliates for office space in 2024 .
- Compensation influence: Mr. Kaiser participates on the Compensation Committee and jointly determines compensation for other officers with the CEO—heightened risk of perceived conflicts despite disclosure that no committee member is a company officer .
- Hedging by directors/employees generally permitted—can weaken alignment with long-term shareholder returns .
Shareholder Feedback
- 2024 say‑on‑pay received “significant support” from shareholders; Committee made no direct program changes based on the vote .
Committee Composition & Process Notes
- Compensation Committee does not delegate authority; Audit Committee members are independent; the board nominates directors via consensus rather than a nominating committee .
Overall, Mr. Kaiser’s long tenure, sector expertise, and economic alignment via majority ownership are balanced against concentrated control, share pledging, and related-party transactions—factors investors should monitor for governance risk and potential conflicts .